On February 8, 2019, Empire Bancorp, Inc. announced that it and its wholly owned subsidiary, Empire National Bank entered into an agreement (the ‘agreement’) with Lawrence B. Seidman, Seidman and Associates L.L.C. and certain other affiliates of Seidman. The Company stated that during the term of the agreement, the Seidman Group will not, among other things, solicit proxies in opposition to any recommendations or proposals of the Company’s Board of Directors, initiate or solicit shareholder proposals or seek to place any additional representatives on the Company’s Board of Directors other than Seidman, oppose any proposal or director nomination submitted by the Board of Directors to the Company’s shareholders, vote for any nominee to the Company’s Board of Directors other than those nominated or supported by the Board of Directors, seek to exercise any control or influence over the management of the Company or the Boards of Directors of the Company or the Bank. The Company stated that during the term of the agreement, the Seidman Group will not, propose or seek to effect a merger or sale of the Company or initiate litigation against the Company.